"Warren, stop!" Spider-Man cried out as he and the Scarlet Spider crashed through the skylight of the criminal's current hideout. Despite being a waterfront warehouse, the interior looked like a sophisticated high-tech lab, not too dissimilar to the one in which Spidey's new partner had been created by the villain before them.

"Ah, Mr. Parker. And Mr. Reilly as well. Welcome to my humble abode." He'd clearly been expecting them, likely planned for it too. He knew the identities of both Spider-Men from his numerous genetic experiments to create a perfect clone of Spider-Man. The result of said experiments now stood beside his genetic template as an ally with all the same powers and morals as Peter.

"Cut the crap, Warren," Ben demanded. "We're not letting you get away this time."

The Jackal chuckled. "And I supposed the two of you came here under the assumption that with my 'masterpiece' completed," he indicated towards Ben, "that I would simply stop my experiments? No, no, no, you were simply a test run for my real grand design."

If the revelation that his creation was a mere stepping stone towards some other goal affected Ben at all, he didn't show it. It certainly did shock Peter, however. All those clones Professor Miles Warren had created of him - dozens of them, all now dead, save for Ben and Kaine - and it was all to test his methods before creating a clone of someone else entirely? On the one hand, he was relieved there would be no more clones of him to worry about, no new enemies invisible to his spider sense; but he also felt more violated than he already had.

The villain pressed a button on a nearby keypad, receiving a quick web shot from Ben, sticking his hand to the wall, but the process had already been set into motion. Two cylindrical tubes, each clearly designed to house a human of average size within, and each coated in too much frost and condensation to see the forms of those inside, opened up at the back of the room to either side of Warren.

Each Spider-Man took a low stance, ready to spring into action once they knew what they were dealing with, each dreading the innumerable possibilities contained within the two containers. What hero or villain could Warren have cloned? Could it even be some twisted amalgamation of multiple super-powered beings? When a clearly feminine hand emerged from each pod, the two heroes felt a sense of relief as they mental checked off possibilities from the Hulk to Rhino to Wolverine. There were still the likes of She-Hulk, Storm and Ms. Marvel to worry about, but most of the real heavy hitters had been ruled out. When the two women emerged, however, both men's identical blood ran cold.

It was clear, despite the difference in the length of their hair, that both were cloned from the same woman: caucasian, blonde hair (one shoulder-length, one ending just below her ears), blue eyes, average height and build with some defined musculature. Both of Jackal's subjects were adorned in dark green skin-tight catsuits that covered their entire bodies from the neck down in approximately the same shade as the Jackal's costume, with sharp claws on the fingers and toes. While they may have been intended to protect the two from the frigid conditions inside the tubes, the catsuits were almost a sick, sexualised take on the Jackal's own costume. This only made the two heroes react in greater horror at the fact that this grossly conceived attire was being used to accentuate the perfectly replicated physique of a woman both men (in a sense) were intimately familiar with.

Gwen Stacy was one of the first girls Peter Parker had ever developed feelings for, and the first with whom he had ever felt a connection deeper than mere infatuation. She was the original love of his life until Norman Osborn, the original Green Goblin, threw Gwen from atop the George Washington Bridge. Peter had managed to latch a web line onto her ankle, bringing a sudden stop to her descent. Upon pulling her back up towards him, Peter was horrified to learn that Gwen was already dead from a broken neck. Peter was never sure whether her death had been Osborn's fault, or his own, and that uncertainty plagued both him and Ben to this day.

It was the greatest failure in Spider-Man's entire career.

And now, Gwen's memory was being disgraced by this insane scientist stalker, attempting to bring her back from the dead via a pair of replicas. Seemingly perfect replicas, Peter begrudgingly admitted - he had seen Warren's work firsthand, Ben being the prime example. Warren's results were so perfectly identical that Ben had had to cut and dye his hair to visibly distinguish himself from Peter.

As perfectly accurate as they were, though, there was no hint of recognition in either clone's eyes. In fact, they seemed almost empty, as if there was little to nothing going on behind them as they both stood straight beside their respective pods and stared towards the two heroes. If anything, their emotionally-dead eyes exuded an almost spiteful glare. It was an expression Peter had only seen the real Gwen wear once: when she had declared her hatred of Spider-Man at her father's funeral.

"What do you think?" the villain asked, tauntingly. "I think I've really outdone myself this time. I'm sure you're both wondering how this is possible."

When neither of the two replied, simply stood with clenched fists and shaking muscles, Miles Warren proceeded with the smug monologue that he had no doubt been rehearsing in his head for quite some time. Warren always did have a thing for theatrics, else the Jackal costume would have been unnecessary.

"Oh, it wasn't easy to make a successful clone with only one DNA sample, I assure you. With you, Mr. Parker, I could simply bide my time and wait for more cuts and gashes from your enemies to provide enough material to map out a complete genome. With Gwen, however, there are only so many samples you can get from a girl who never went into dangerous situations until her bloodless death. Without a complete genome, the clones were... unstable. They broke down and disintegrated in a matter of hours. So, I sought out other DNA sources to complete the genomes-"

"Like Jurassic Park?" Peter quipped, trying in vain to mask the rising anger and disgust within him.

Unusually for one of his enemies, the Jackal actually powered through and ignored Spidey's retort. "I tried a mutant with a healing factor first. I thought, maybe that would help prevent the breaking down, and it did. But, the problem with Wade Wilson is that his insanity seems to be baked into his DNA, resulting in an otherwise perfect clone - impervious to harm and eternally beautiful - being rendered incompatible with my designs."

"That's me, Spidey!" the Gwen with the shorter hair suddenly declared proudly with her hands on her hips in a stock superhero pose. "I'm half-Gwen, half-Deadpool. Gasp! Gwenpool! I've read about her in the canon stuff! I must be the non-canon fanfic version of Gwenpool! This is so awesoooome!"

"What the hell is she babbling about?" Ben leaned over and whispered to Peter as the very Wade-like clone rambled on.

"What are you asking me for?" Peter responded.

"Gwen, stop!" Jackal demanded. "Stop talking!"

"Yes, Master!" Gwen replied with a mocking salute with her tongue out. "Whatever you command, I will obey! And yes, dear reader, he is into that sort of-"

"ENOUGH!" her creator screeched. "Your purpose is to keep your mouth shut and do as I say!"

Yeah, yeah, I know, I read ahead, she thought with an eye roll.

"Now..." Jackal continued after centring himself. "After that attempt failed so badly..." Gwen stuck out her tongue at the obvious disdain her creator displayed for her. "...I decided to use some of your leftover samples from the creation of... what did you call yourself again? The Scarlet Spider? There's something truly special about your genome, Mr. Parker. And, of course, with a bit of tinkering, this Gwen proved far more fruitful than I could have ever dreamed. Isn't that right, my dear?"

"Yes, Miles. As you say." The long-haired Gwen's tone remained utterly devoid of emotion, perfectly matching her expression as her eyes remained locked on Peter.

Both Spider-Men clenched their fists tightly. Even if they both knew she wasn't the real Gwen, and even if Ben knew these feelings within him were Peter's and not truly his, neither one could stand the sight of the woman they had once (and perhaps still did) loved being stripped of her will and made to do and say whatever this disgusting madman bid her. Especially now, as he caressed her catsuit-clad shoulders from behind, as if taunting them for their failure to save her.

"Now... Gwens, see to it that these two are dealt with. I have further experiments to see to."

"Yes, Miles," Gwen said, taking a Spider-Man-esque low stance.

"If I have to, Boss," Gwenpool replied, hefting two batons in a stance identical to Wade's sword stance. "Sorry, Spideys, but the script says I gotta."

"And don't worry about laying down your lives," Jackal added from the doorway. "I can always make anotherGwen now that I've perfected the process."

Peter latched a nearby canister of some sort with his web and hurled it towards this... creature that saw Gwen Stacy as an expendable, replaceable tool for his own... amusement. But to the shock and horror of both Spider-Men, Gwen caught it in midair with her own web line and swung it in an arc away from her creator to clatter uselessly to the ground - a web line coming from her wrist. Without web shooters. Additionally, the way she had reacted with such speed and precision suggested Spidey-level reflexes and possibly a spider sense.

As both Spider-Men's contemplated this, the two Gwens seized the opportunity to attack - Gwen hitting Peter in the face with a web shot that blinded him until he removed his mask to find the blonde in range to punch him, sending his spider sense into a haywire craze; while Gwenpool attacked Ben with her batons, which he had no problem seeing coming, but she couldn't deny the threat her speed posed.

Hey. Gwenpool here! I'm sure you're all super excited for the epic showdown between Spider-Man and his clone and the two gorgeous Gwen clones in what will surely be a truly superior take on the Clone Saga, right? Weeeeeeell, unfortunately, the writer is kind of a lazy douchebag who, quote, "can't be arsed" writing the fight, so we'll just be moving on to the immediate aftermath right after Gwen and I have been taken down. Speaking of which, *hits self on head with inflatable bat* ooooh, pretty staaars... *collapses*

Both Gwens lay on the floor, dazed and barely conscious. It had been difficult for the two Spideys to fight these two women that so perfectly resembled Gwen Stacy. The Spider-Gwen had even drawn on the original Gwen's memories to taunt Peter and throw him off his game. Whether this was a natural part of the cloning process, or related to Jackal's claims of Peter having something special in his genes, neither Spidey could say.

Cautiously, Peter approached the semi-conscious Spider-Gwen, fairly sure he could react to a potential sneak attack, even without his spider sense to accurately warn him ahead of time. She was lying on her side, facing away from him, so an attack did seem likely, but Peter's heart still felt like it was being crushed in a vice, as if he'd just beaten the real Gwen into near unconsciousness.

He placed one hand firmly on her left arm, on which her head was now resting, to keep her from throwing a punch. With his other, he rolled her onto her back. Despite being half-closed and struggling to stay open, once they locked onto his, there was a clear spark of recognition in those beautiful blue eyes.

"P...Peter?" she asked weakly, confusedly. She had seemed almost proud of her weaponisation of Gwen and Peter's memories earlier (or as proud as one can be when reduced to a near-emotionless android). But now, there was a certain genuine quality to her dazed tone, as if she were recognising him as her old friend instead of an enemy, for the first time. "W-What did I... Oh... Oh, God... P-Peter, I..."

"I know, Gwen," Peter said in a calming, soothing tone, forgetting for a moment that this was not the real Gwen in his arms. "It wasn't you. It was Warren."

Gwen's face screwed up in a way Peter hadn't seen since George Stacy's funeral. She leaned into him and cried into his chest.

"How are you, Gwen?" Ben asked as he approached the other Gwen.

"Eh," she replied unflappably, "I'm genre-savvy enough to know it wasn't my fault."

"Uh-huh..."

"Still, I do feel bad for that serious blow to your head. You're okay, right?"

"Huh? Oh, yeah, I've had worse. Comes with the territory." He held out a hand for her to take and helped her unsteadily to her clawed feet.

"Hey, not to take away from the drama going on or anything, but we're Ben and Gwen."

"Yeah... And?"

"I feel like that was a cartoon once..."

"The hell is wrong with you?"


"So, what's our next play?" Ben asked once the four were up on the rooftop in the chill, October air.

"We still need to find Warren," Peter replied, plucking the last of Gwen's webbing from his mask. "We can't let that madman continue his depraved experiments. Who knows what sick amalgamation he might try next?"

"Yeah. Our and Wade's DNA is one thing, but imagine if his next creation had Professor X or Scarlet Witch or the Hulk's powers."

"Exactly. Ben, you're fine with keeping up the search while I try and get the Gwens set up somewhere, right?"

"Of course, yeah. You focus on on working that out and I'll keep... Gwen?"

Peter turned in the direction Ben was looking, where Gwen was stood on the edge of the rooftop, one arm extended with a web line running from her wrist to a nearby building. She looked like she was about to leave by trying out web swinging for the first time.

"Gwen, wait!" Peter implored, quickly closing the gap between them and gripping her wrist tightly.

"Let go," she whispered, unable to speak at any higher a volume. It hurt her for Peter to call her Gwen. It felt like she was lying to him.

"Where are you gonna go?" he asked, maintaining his firm grasp on her arm. "Gwen - the original Gwen - she's been dead for years. All of her things have been given to relatives and her apartment has new occupants. You can't go back there anymore."

"I..." Gwen started speaking before she even had an answer. Of course she had no idea where she was going. She just wanted to get away from Peter. It hurt too much to be around him. It wasn't his fault, of course, but seeing his face, his genuine expression of concern and desperation, it only served as a painful reminder that, regardless of the feelings she had inherited from her genetic template, 'Gwen' was not the woman Peter had once loved. Nor had she ever really loved him... she thought. She couldn't really be sure anymore. "I'm not the... the r-real Gwen, P-Peter."

Peter shook his head. "There's no such thing as the 'real Gwen'. You may not be the original Gwen, but you're no less a real Gwen than she was."

"Peter, I-"

"Just give me a chance to help you start a new life. Look at Ben; he started his own life, separate from Peter Parker. You don't have to be Gwen, but you can be if you want. I can probably call in a favour with Nick Fury to get a new identity or a cover story set up. Like, you were under S.H.I.E.L.D. protection after the Goblin incident."

"Why?" Gwen asked, finally facing him again. "I'm not the real Gwen. The Gwen you loved, Peter. I'm just a... a monstrosity that should never have existed in the first place. Why are you so insistent on helping me?"

Gwenpool moved to dispute Gwen's claims that all reflected on her, but Ben held out a hand to stop her, knowing Peter could do more for Gwen than the offended other Gwen could.

"Honestly? I'm not sure. Maybe it's because, even if I know that you're not the same Gwen, the part of me that still loves her won't let me let you go again. Maybe I just see a young woman with no idea who or what she is, and whether she looks like the woman I failed to save or not, I can't just leave her alone in the world with no one to turn to." She had stepped down off the ledge at some point and was right in front of him now, their difference in height the same as with the original Gwen - he, about a head taller than her, her eyes coming up to his chest.

Gwen sniffled and wiped away a tear. She forced a smile as she said, "This is why she loved you, you know. Always so willing to help a stranger in need. I'm sure, if she'd ever had a chance to find out you were Spider-Man, even after what happened to her father, she would have been proud to be with you, Peter."

"Then stay with me," he implored. "Let me help you figure this all out. Who you are, what you want to do with your life. Let's figure this out together."

Once again, Gwen leaned into Peter's warm, firm embrace and cried into his chest.


Two months later.

"You're positive this is the place?"

"I saw him skulking around the place for a good while before he went inside. He was clearly on the lookout for anyone following him. It's shocking how little he thinks of our reconnaissance skills, despite working my 'brothers' for so long."

"Unless it's a trap."

"I thought of that too, but it's all we have to go on. And unlike Gwen, Warren isn't invisible to spider sense."

"True. Okay, then. Let's put a stop to this madman."

"Damn straight."

"You two ready for this?"

Deep breaths, deep breaths. "Yeah. I think so."

"Hey, I just love your new outfit. Did you design it yourself?"

"What? Oh, uh, MJ helped me with materials and stuff."

"Makes sense. A fashionista's a good place to go for advice on costume design. Shame Jessica already took the Spider-Woman name, though, huh?"

"Yeah, but Spider-Girl's fine. What about you? You have someone helping you design your costume? And those web guns?"

"Oh, no. I just 'borrowed' a spare set from my mainstream counterpart. And Spider-Boy."

"Your... what? Who?"

"Guys, come on. If we stay here much longer, we might lose our chance."

"Y-Yeah. Sorry, Ben. Okay, game face on."

"You call your mask a game face?"

"Can you not?"

"Sigh Okay. You all know the plan? Good. Come on, Web Warriors. Let's put an end to this little Clone Saga."

"Yeah!"


I came up with this idea a few months ago while talking with theheckle01 on DeviantArt about the Gwenpool comic I was commissioning from him, as well as Gwenpool and Spider-Gwen in general. The idea is a way one could introduce Spider-Gwen and Gwenpool into a Spider-Man setting without the use of alternate universes.